<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
20549
FORM 10-KSB
[XX] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For
Fiscal Year Ended December 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period __________________to___________________.
Commission File No. 0-13670
Teletrak_Advanced_Technology_Systems,_Inc.
(Name of Small Business Issuer in Its Charter)
___________Delaware____________ ________13-3187778___________
(State of other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
537 Steamboat Road
______Greenwich,_Connecticut_______ _____________06830_____________
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (203)_629-1400
Securities registered pursuant to Section 12(g) of the Act:
Common_Stock,_par_value_$.01
(Title of Class)
Check whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes__X__ No_____
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or in
any amendment to this Form 10-KSB. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at March 15, 1996 was approximately $114,000, based on the
average of the bid and asked prices as reported by the NASD Electronic
Bulletin Board. For these purposes, the term "affiliates" is deemed to
mean the officers and directors of the registrant and Helm Resources, Inc.
The registrant's revenues for the year ended December 31, 1995 were $0.
At March 1, 1996 there were 21,737,000 shares of common stock
outstanding.
Documents Incorporated by Reference: None
Transitional Small Business Format: Yes ____ No __X__
Page 1 of 20 pages. No exhibits filed herewith.
<PAGE> 2
PART I
ITEM 1. BUSINESS
- -----------------
Teletrak Advanced Technology Systems, Inc. (herein "Teletrak" or the
"Company"), a Delaware corporation, was organized in January 1983 as a
wholly-owned subsidiary of Helm Resources, Inc. ("Helm") to develop and
market computer software products. Helm is the beneficial owner of 55.4%
of the common stock. At the present time, the Company has no operating
assets or operations.
Historically, the Company's principal business activity had been the
marketing of optical data software and the development of enhancements
thereto to provide mass data storage capability in multimedia applications
that combine data, voice, image and text on mass storage erasable and
nonerasable optical disks (the "System"). Due to its difficulty in raising
capital for further research, development and marketing of its products in
an increasingly more competitive marketplace, in the fall of 1993, the
Company sought the involvement of another company to assume the manufacture,
distribution, development and sales of the System on its behalf and entered
into an agreement with Technology Applied Systems Corporation ("TASC"),
based in Atlanta, Georgia, whereby it assigned to TASC all of its rights
to sell, manufacture, develop and distribute its products in exchange for a
royalty, while retaining title, copyright and other proprietary rights to
the System. As a result of this assignment of rights, in 1993 the Company
classified its activities related to the marketing and development of the
System as discontinued operations. To date, no significant revenues
have been derived from the TASC agreement, and the Company does not
anticipate that it will receive any significant revenues from this
arrangement in the future.
Management is maintaining the corporate shell with a view towards a possible
merger or combination with another entity. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
During 1995, the Company realized no revenues, as compared to $4,443 from
TASC revenues in 1994, and a net loss of $32,900 compared to a net loss of
$35,891 in 1994.
Employees
Since January 1, 1994, the Company has had no employees. All financial and
accounting services are performed by employees of Helm. All other
management decisions are reviewed by the Company's Board of Directors.
ITEM 2. PROPERTIES
- -------------------
The Company shares office space in Greenwich, Connecticut for its corporate
headquarters with other affiliates of Helm. The Company does not pay any
rent to Helm or its affiliates for this space.
Page 2 of 20 pages. No exhibits filed herewith
<PAGE> 3
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
In connection with the 1991 closing of its New York City office, an eviction
proceeding entitled Mid-City_Associates_v._Teletrak_Advanced_ Technology_
Systems,_Inc. was commenced in the Civil Court of the City of New York,
County of New York (Index No. L/T 112289/91). The matter has been inactive.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
- ------------------------------------------------------------
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
- -------------------------------------------------------------
STOCKHOLDER MATTERS
- -------------------
(a) Market Information
The following table sets forth the bid and ask prices for the Company's
common stock for the prior two year period:
1994 Ask Bid
First Quarter $.0275 $.015
Second Quarter .02 .02
Third Quarter .02 .02
Fourth Quarter .02 .005
1995
First Quarter $.02 $.005
Second Quarter .02 .005
Third Quarter .02 .005
Fourth Quarter .02 .005
The ask and bid prices cited herein for 1994 and 1995 have been obtained
from the Electronic Bulletin Board quotation system of the NASD.
At March 15, 1996, the bid and ask prices for the Company's common stock,
as obtained from the Electronic Bulletin Board of the NASD, were $.005 and
$.02, respectively.
(b) Holders
The Company is advised by American Stock Transfer & Trust Company, its
transfer agent, that there were approximately 300 holders of record of the
Company's common stock at March 15, 1996.
(c) Dividend Policy
The Company has never paid any dividends. The Company does not anticipate
paying any cash dividends in the foreseeable future.
Page 3 of 20 pages. No exhibits filed herewith.
<PAGE> 4
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- --------------------------------------------------------------------
AND RESULTS OF OPERATIONS
- -------------------------
Introduction
At the present time, the Company has no operating assets or operations.
Management is engaged in efforts to locate additional businesses or
operations in related and unrelated enterprises which could be merged into
or acquired by the Company. No assurance can be given, however, that the
management will be successful in these efforts.
Results of Operations
- ---------------------
1995 compared to 1994
- ---------------------
There were no revenues from TASC royalites in 1995, as compared to $4,443
in 1994.
Selling, general and adminstrative expenses consist of expenses associated
with maintaining the Company's records and statutory requirements which are
expected to continue in the future.
Interest expense is interest on advances from affiliates.
Liquidity and Capital Resources
- -------------------------------
Historically, the Company financed its operations and operating deficits
with advances from Helm Resources, Inc. and its subsidiaries ("Helm"), the
beneficial owner of 55.4% of the Company's common stock, and the proceeds of
private placements of common stock. During 1995, Helm made no advances to
the Company.
The Company presently has recorded $223,000 in accrued expenses and $871,000
due to Helm. With respect to the accrued expenses, the Company is working
with its creditors to arrange settlements of amounts owing and/or deferrals
of payments. No assurance can be given that the Company will be successful
in these efforts. As for the amount owing to Helm, Helm has agreed not to
demand payment until after December 31, 1996. Accordingly, no amounts
are payable to Helm during 1996.
There can be no assurance that Helm will provide any additional financing to
the Company other than in connection with minimal ongoing corporate expenses,
or that additional financing will be available on terms acceptable to the
Company or that the Company will be able to operate profitably in the future.
The Company has sought and continues to seek joint venture arrangements,
merger opportunities and capital injections. Management presently is engaged
in efforts to locate additional businesses or enterprises which could be
merged into or acquired by the Company. No assurance can be given, however,
that management will be successful in these efforts.
Page 4 of 20 pages. No exhibits filed herewith.
<PAGE> 5
ITEM 7. FINANCIAL STATEMENTS
- -----------------------------
The financial statements required by this item are set forth
herein at the page numbers indicated below:
Page Number
-----------
Statement in Lieu
Accountant's Report.......................F-1
Consolidated Balance Sheet
at December 31, 1995......................F-2
Consolidated Statements of Operations for
the years ended December 31, 1995
and 1994..................................F-3
Consolidated Statements of Stockholders'
Deficiency for the years ended
December 31, 1995 and 1994................F-4
Consolidated Statements of Cash Flows for
the years ended December 31, 1995
and 1994..................................F-5
Notes to Financial
Statements................................F-6
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
- --------------------------------------------------------------------
AND FINANCIAL DISCLOSURE
- ------------------------
No change in accountants or disagreements requiring disclosure pursuant to
applicable regulations took place during the Company's two most recent fiscal
years.
BDO Seidman was not engaged to perform an audit of the 1995 Financial
Statements as pursuant to Paragraph 210.3-11 of Regulation S-X promulgated by
the Securities and Exchange Commission, audited financial statements are not
required to be included in the Company's Anuual Report on Form 10-KSB due
to its status as an inactive registrant.
Page 5 of 20 pages. No exhibits filed herewith.
<PAGE> 6
PART III
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
- -------------------------------------------------------------
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
- -------------------------------------------------------------
The directors, nominees for director and executive officers of the Company
are set forth below. The directors serve and the nominees serve, if and
when elected, until the next annual shareholders' meeting and until their
successors are elected and qualified. The Company believes that during 1995
all filing requirements applicable to its directors and executive officers
under Section 16 of the Securities Exchange Act of 1934 were complied with.
Name, Principal Occupation Over the Past Five Director of
Years and Other Directorships of Individual Age Company Since
- --------------------------------------------- --- -------------
Herbert M. Pearlman ............................ 63 1983
Mr. Pearlman has been the Chairman of the Board of Directors of the Company
since March l983. He has served as President, Chief Executive Officer and a
Director of Helm Resources, Inc. ("Helm") since l980. Since June l984 he
has been Chairman of the Board of Directors of Helm, the Company's principal
shareholder. Since March l984, Mr. Pearlman has been Chairman of
InterSystems, Inc. ("ISI"), a public company engaged in providing custom
compounding and packaging and distribution services to the thermoplastic
resin industry, and in the manufacture and sale of sampling and weighing
devices to the agricultural and other industries. Mr. Pearlman is Chairman
of the Board of Directors of Seitel, Inc. ("Seitel"), a public company
engaged in acquiring and marketing seismic information to the oil and gas
industry. In March 1990, Mr. Pearlman became a director of Cliff Engle Ltd.
("Cliff Engle"), a public company engaged in the design, manufacture and
distribution of womens apparel bearing logoes licensed by the National
Football League. In March 1990, he became Chairman of the Board of Directors
of Unapix Entertainment, Inc. ("Unapix"), which is engaged in marketing and
distributing films and television products. In 1994, Mr. Pearlman became
chairman of the board of American Business Computers Corporation ("ABBC"),
which is engaged in the business of designing and manufacturing equipment
which dispenses liquids, solids, gases, pastes and gels. Helm presently
holds an equity position in the Company, ISI, Cliff Engle and Unapix.
Joseph J. Farley .................................73 1983
Mr. Farley was elected President of the Company in April l983 and served in
that capacity until April 1990, at which time he became Chairman of the
Executive Committee. In December 1991, Mr. Farley resumed the position of
President and Chief Executive officer following the retirement of the
existing President. From l982 until February 1991, he served as
Vice-President of Marketing and Engineering for Helm. Mr. Farley has been a
Director of Helm since l982. Prior to his employment at Helm, he was a
senior executive with International Business Machines Corporation where he
was employed for 32 years and held various positions in engineering,
marketing and field engineering.
Page 6 of 20 pages. No exhibits filed herewith
<PAGE> 7
David S. Lawi ...................................60 1983
Mr. Lawi has been Secretary of the Company since January 1983, Secretary and
a Director of Helm since l980, a Director and the Secretary of ISI since
March l984 and Chairman of its Executive Committee since 1986, and a Director
of Seitel since 1982. In 1989 he was elected Chairman of Seitel's Executive
Committee. In 1990 he became a Director and Secretary of Cliff Engle and
Secretary/Treasurer of Unapix.
William Lerner ................................ 62 1985
Mr. Lerner is an attorney engaged in the private practice of Law. From May
1990 until December 1990, he was General Counsel to Hon Development Company,
a California real estate development company. Mr. Lerner has been a
director of Helm since 1985 and a director of Seitel since l984. Mr. Lerner
is also a director of Rent-Way, Inc., the owner of a chain of retail stores
in the rental-purchase industry, and a director of Of Counsel Enterprises,
Inc., a provider of contract part-time lawyers and paralegals to lawfirms
and corporations.
Daniel T. Murphy .............................. 57 1988
Mr. Murphy has been Executive Vice President and Chief Financial Officer of
ISI since July 1985. He became a Director of ISI in October 1986. Mr.
Murphy joined Helm in May 1984 as Vice-President and Chief Financial Officer,
and in 1992 he became Executive Vice President--Finance.
Scott Altman ............................ 33 --
Mr. Altman joined Helm in September 1987, and he was appointed Treasurer of
the Company in August 1988.
ITEM l0: EXECUTIVE COMPENSATION
- --------------------------------
For the fiscal year ended December 3l, l995, no compensation was paid to the
Company's Chief Executive Officer or to any other executive officer. The
Company's outside directors received no cash fees during l995. Since
December 1991 when he assumed the office of the President to which he
dedicates a limited amount of time, Mr. Farley continues to consult with the
executives of the Company as required without compensation. Mr. Lawi is not
paid any salary by the Company for services he renders to the Company,
and Mr. Altman allocates his time to the business of the Company and the
business of Helm and its affiliates.
Page 7 of 20 pages. No exhibits filed herewith.
<PAGE> 8
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
Set forth below is certain information as of March 15, l996, concerning the
beneficial ownership of common stock (the Company's only class of voting
securities) held by each director, nominee for director, and by all officers
and directors of the Company as a group, and by each person and entity who,
to the best knowledge of the Company, may be deemed the beneficial owner
of more than 5% of the outstanding shares of the Company's common stock.
Amount and Nature
of Beneficial Percent of
Name Ownership (l) Class
- ---------------------- ----------------- ----------
Helm Resources, Inc.** 17,447,858 (2) 60.1 %
Herbert M. Pearlman** 2,305,476 (3) 10.4 %
David S. Lawi** 1,099,833 (4) 5.1 %
Joseph J. Farley** 337,500 (5) 1.5 %
William Lerner 48,000 *
Daniel T. Murphy 80,000 (6) *
All executive officers and
directors as a group 3,870,809 (3)-(6) 17.1 %
(6 persons)
__________________________
* less than 1%
** address is 537 Steamboat Road, Greenwich, CT 06830
(l) Except as otherwise indicated, each named holder has, to the best of the
Company's knowledge, sole voting and investment power with respect to
the shares indicated.
(2) Includes 2,500,000 shares which may be acquired within 60 days upon the
exercise of common stock purchase warrants expiring on December 31, 1999,
and 5,000,000 shares which are issuable upon conversion of 1,000,000
shares of convertible preferred stock. Helm Resources, Inc. has waived
all voting rights with respect to the preferred stock through December
31, 1995.
(3) Includes 400,000 shares that may be acquired, at $.20 per share, upon
exercise of outstanding Common Stock Purchase Warrants expiring on July
31, 1998 and 135,000 shares that may be acquired, at $.20 per share, upon
exercise of outstanding Common Stock Purchase Warrants expiring on
December 31, 1999.
(4) Includes 200,000 shares that may be acquired, at $.20 per share, upon
exercise of outstanding Common Stock Purchase Warrants expiring on July
31, 1998 and 52,500 shares that may be acquired, at $.20 per share, upon
the exercise of Common Stock Purchase Warrants expiring on December 31,
1999.
Page 8 of 20 pages. No exhibits filed herewith.
<PAGE> 9
(5) Includes 37,500 shares that may be acquired, at $.20 per share, upon
exercise of Common Stock Purchase Warrants expiring on December 31, 1999,
and 300,000 shares that may be acquired, at $.20 per share, upon exercise
of outstanding Common Stock Purchase Warrants expiring on July 31, 1998.
(6) Includes 50,000 shares that may be acquired, at a price of $.20 per
share, upon exercise of outstanding Common Stock Purchase Warrants
expiring on July 31, 1998.
ITEM l2: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
None.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
- ------------------------------------------------
(A) Exhibits
3.1 Certificate of Incorporation of the Registrant, filed January 5, 1983
[incorporated by reference to exhibit 3(a) to Registration Statement
No. 2-84930 on Form S-1 (the "Form S-1")]
3.2 Certificate of Amendment of Certificate of Incorporation filed April
25, 1983 [ incorporated by reference to exhibit 3(a) to the Form S-1]
3.3 Certificate of Amendment to Certificate of Incorporation filed August
4, 1989 [incorporated by reference to exhibit 3.2A to Registration
Statement No.2 - 30374 on Form S-2 (the "Form S-2")]
3.4 Certificate of Amendment to Certificate of Incorporation filed January
30, 1992 [incorporated by reference to exhibit 3.4 to the Registrant's
1991 Form 10-K]
3.5 Certificate of Designation relating to the 1991 Series A Preferred
Stock filed January 30, 1992 [incorporated by reference to exhibit 3.5
to the Registrant's 1991 Form 10-K]
3.6 Amendment to Certificate of Designation relating to the 1991 Series A
Preferred Stock filed February 21, 1992 [incorporated by reference to
exhibit 3.6 to the Registrant's 1991 Form 10-K]
3.7 By-laws of the Registrant [incorporated by reference to exhibit 3.34
to Form S-1]
3.8 Specimen of Certificate of Common Stock [incorporated by reference to
exhibit 3.4 to Form S-1]
4.1 Form of Common Stock Purchase Warrant issued to subscribers in 1991
Private Placement [incorporated by reference to Exhibit 4.4 to the
Registrant's 1991 10-K]
Page 9 of 20 pages. No exhibits filed herewith.
<PAGE> 10
4.2 Form of Common Stock Purchase Warrant issued to Helm Resources, Inc.
concurrently with the debt-preferred equity exchange [incorporated
by reference to Exhibit 4.5 to the Registrant's 1991 10-K]
10.1 Resolutions of the Registrant's Board of Directors adopted on August
11, 1988 and form of Warrant Agreement [incorporated by reference
to Exhibit 10.9 to Form S-2]
10.2 Agreement dated June 30, 1991 between the Registrant and Helm
Resources, Inc. relating to the exchange of indebtedness for 1991
Series A Preferred Stock [incorporated by reference to Exhibit 10.14
to the Registrant's 1991 10-K]
10.3 Agreement dated October 20, 1993 between the Registrant and
Technology Applied Systems Corporation, and related letter agreement
dated October 12, 1993 between Registrant and Technology Applied
Systems Corporation [incorporated by reference to Exhibit 10.3 to
the Registrant's 1993 10-KSB] ________________
(B) Reports on Form 8-K
- -----------------------
None.
Page 10 of 20 pages. No exhibits filed herewith.
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized in the Town of Greenwich, State of
Connecticut, on the 25th day of March, 1996.
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
BY:/s/ Joseph J. Farley
-----------------------
JOSEPH J. FARLEY, President
BY:/s/ Scott Altman
-------------------
SCOTT ALTMAN, Treasurer,
Chief Accountant and
Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Herbert M. Pearlman Chairman of the March 25, 1996
- -----------------------
Herbert M. Pearlman Board of Directors
/s/ Joseph J. Farley President, Director March 25, 1996
- -----------------------
Joseph J. Farley
/s/ David S. Lawi Secretary, Director March 25, 1996
- -----------------------
David S. Lawi
/s/ William Lerner Director March 25, 1996
- -----------------------
William Lerner
/s/ Daniel T. Murphy Director March 25, 1996
- -----------------------
Daniel T. Murphy
Page 11 of 20 pages. No exhibits filed herewith.
<PAGE> 12
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
Statement in Lieu of Accountant's Report
The Company qualifies as an inactive registrant under the
provisions of Paragraph 210.3-11 of Securities and Exchange
Commision Regulation S-X which provides that the financial
statements required for reports pursuant to the Securities
Exchange Act of 1934 may be unaudited.
F-1
Page 12 of 20. No Exhibits filed here with
<PAGE> 13
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS - Cash $ -
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES-Accrued expenses
(Note 2) $ 222,926
DUE TO HELM RESOURCES, INC. (NOTE 3) 870,567
TOTAL LIABILITES 1,093,493
STOCKHOLDERS' DEFICIENCY:
1991 Series A Preferred Stock
$.01 par value shares; 20,000,000
shares authorized; 1,000,000
shares issued and outstanding 10,000
Common stock, $.01 par value
80,000,000; shares authorized;
21,737,000 shares issued and
outstanding 217,370
Additional paid-in capital 6,019,580
Deficit (7,325,443)
(1,078,493)
Less: Notes receivable (15,000)
TOTAL STOCKHOLDERS' DEFICIENCY (1,093,493)
$ -
</TABLE>
See accompanying notes to consolidated financial statements
F-2
Page 13 of 20
<PAGE> 14
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended
December 31,
<TABLE>
]995 1994
<S> <C> <C>
REVENUES (Note 6) $ - $ 4,443
EXPENSES:
General and administrative 21,600 29,334
Interest expenses (affiliates)
(Note 3) 11,000 11,000
Total expenses 32,600 40,334
NET LOSS $(32,600) $ (35,891)
LOSS PER SHARE $ - $ -
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 21,933,000 22,055,460
</TABLE>
See accompanying notes to consolidated financial statements
F-3
Page 14 of 20
<PAGE> 15
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
Years Ended December 31, 1995 and 1994
<TABLE>
additional
paid-in Notes
Preferred stock common stock capital Deficit receivable Total
............... ............ ....... ....... .......... .....
SHARES AMOUNT SHARES AMOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JANUARY 1, 1994 1,000,000 $10,000 22,097,000 $220,970 $6,075,980 $(7,256,952) $(75,000) $(1,025,002)
Forfeiture of
common stock - - (60,000) (600) (9,400) - 10,000 -
Net loss - - - - - (35,891) - (35,891)
--------- ------- ------------ -------- ---------- ----------- --------- -------------
1,000,000 10,000 22,037,000 220,370 6,066,580 (7,292,843) (65,000) (1,060,893)
Forfeiture of
common stock - - (300,000) (3,000) (47,000) - 50,000 -
Net Loss - - - - - (32,600) - (32,600)
--------- ------- ----------- ------- ---------- ----------- --------- -------------
December 31, 1995 1,000,000 $10,000 21,737,000 $217,370 $6,019,580 $(7,325,443) $15,000 $(1,093,493)
--------- ------- ---------- -------- ---------- ------------ --------- -------------
</TABLE>
F-4
Page 15 of 20
<PAGE> 16
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
Year ended
December 31,
1995 1994
<S>
CASH FLOWS FROM OPERATING ACTIVITIES: <C> <C>
Net loss $ (32,600) $ (35,891)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Interest expense, noncash 11,000 11,000
Credit for losses on
accounts receivable - (2,000)
Decrease in:
Trade receivables - 19,979
(Decrease)Increase in:
Accounts payable and accrued expenses 9,937 (3,022)
Due to Helm 11,367 -
Total adjustments 32,304 25,957
Net cash used in operating
activities (296) (9,934)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from affiliates - 9,999
-------- -------
NET INCREASE (DECREASE) IN CASH (296) 65
CASH, BEGINNING OF YEAR 296 231
--------- -------
CASH, END OF YEAR $ - $ 296
========== =======
</TABLE>
F-5
Page 16 of 20
<PAGE> 17
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Teletrak Advanced Technology Systems, Inc. was incorporated
in Delaware on January 5, 1983. Its principal business activity
was the sale of a proprietary software system that utilized
optical disk technology. This business was discontinued in
October 1993 upon the Company's licensing of the rights to this
software to an unrelated third party (see Note 6).
The consolidated financial statements include the accounts
of Teletrak Advanced Technology Systems, Inc. and its wholly-
owned subsidiary (the "Company"). All significant intercompany
accounts and transactions have been eliminated in consolidation.
The Company is an affiliate of Helm Resources, Inc.
("Helm"), a publicly-held company whose shares are listed on the
American Stock Exchange. Helm owns 39.6% of the Company's
outstanding common stock and 100% of the Company's 1991 Series A
Preferred Stock ("Preferred Stock").
The consolidated financial statements have been prepared
assuming the Company will continue as a going concern. The
Company has suffered recurring losses from operations since
inception and has deficiencies in working capital and net assets.
Furthermore, as discussed in Note 6, the Company has no ongoing
business. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The Company is
attempting to acquire or merge with another entity through the
issuance of debt or equity. Until such an acquisition or merger
takes place, the Company has significantly reduced its operating
expenses and is negotiating reductions or deferrals on the
payment of its liabilities. There can be no assurances that the
Company will be successful in these efforts. The consolidated
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
F-6
Page 17 of 20
<PAGE> 18
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 2 - ACCRUED EXPENSES
Included in accrued expenses is $142,000 for an estimate of
future rent obligations relating to a lease that was terminated
in 1991. The Company is unable to determine the outcome of a
settlement, if any, of this obligation or the expected timing of
such payment, if any. However, the Company does not believe the
ultimate resolution of this matter will materially or adversely
affect the Company's financial position.
The Company is negotiating reductions or deferrals of
payment for the remaining accruals. Future financial statements
will reflect the reduction, if any, on these liabilities.
NOTE 3 - RELATED PARTY TRANSACTIONS
Helm has deferred payment on its indebtedness until after
December 31, 1996; accordingly, the amount has been classified as
a long-term liability.
Helm provides the company with various managerial and
administrative services for which the Company is charged direct
costs and expenses. In addition, certain indirect administrative
and managerial costs are allocated to the Company based on
certain formulas which management deems to be reasonable. These
costs and allocations are not material.
NOTE 4 - STOCKHOLDERS' DEFICIENCY
(a) Common Stock
In connection with a sale of units, consisting of common
stock and common stock purchase warrants, in 1991, the Company
received $75,000 in notes from two officers and affiliates, which
were payable in five equal annual installments beginning in
November 1992. As installments on the notes are due, pursuant to
the terms of the notes, the officers surrender shares of common
stock and warrants in return for the Company's cancellation of
unpaid principal payments on such notes. In 1995, one of the
officers forfeited 60,000 shares of common stock and warrants to
purchase 30,000 shares of common stock as consideration for the
cancellation of $10,000 principal amount of the notes and the
other forfeited 30,000 shares of common stock and warrants to
purchase 15,000 shares of common stock as consideration for
cancellation of $5,000 principal amount of notes. Additional
forfeitures in like amounts are expected in 1996.
F-7
Page 18 of 20
<PAGE> 19
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(b) Preferred Stock
The Company has authorized 20,000,000 shares of Preferred Stock.
The Board of Directors has the power to issuethe Preferred Stock in series
and to specify the relative rights and designation of each series. The
Preferred Stock, (held by Helm Resources, Inc.) pays an 8% cumulative annual
dividend, in cash, out of earnings, subject to anti-dilution provisions.
The Preferred Stock is convertible into the Company's common stock at a price
of $.20 per common share, subject to anti-dilution provisions, and entitles
Helm to receive $1.00 per share upon liquidation prior to the distribution
of any proceeds to holders of the Company's common stock. Additionaly, Helm
is entitled to vote with the holders of the Company's common stock and not
as a class on all matters on which the holders of the Company's common stock
are entitled to vote and would have such number of votes as is equal to the
number of shares of common stock into which the preferred shares are then
convertible. This series of Preferred Stock is redeemable at the option of
the Company in amounts up to 20% of pre-tax income or 20% of the proceeds
from the public sales of equity securities. The Preferred Stock dividend
arrearage was $360,000 at December 31, 1995.
(c) Stock Options
The Company had adopted a plan whereby options to purchase
1,250,000 shares of common stock may be granted. No options were granted or
exercised in 1994 or 1995. There are no options outstanding as of December
31, 1994 or 1995.
(d) Warrants
At December 31, 1994, warrants to purchase common stock are
outstanding as follows.
<TABLE>
<S> <C> <C> <C>
Price per
Issued Expire Shares Share
August 1988 July 1998 1,000,000 $ .20
June 1991 December 1999 2,500,000 .20
September 1991 December 1999 225,000 .20
---------
3,725,000
=========
</TABLE>
F-8
Page 19 of 20
<PAGE> 20
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 4 - STOCKHOLDERS' DEFICIENCY (CONTINUED)
(e) Reserved Shares
Shares reserved for future issuances as of December 31,
1995 are as follows:
<TABLE>
<S> <C>
SHARES
Conversion of Preferred Stock 5,000,000
Shares reserved for stock options 1,250,000
Warrants to purchase common stock 3,725,000
---------
9,975,000
</TABLE>
NOTE 5 - INCOME TAXES
At December 31, 1995, the Company has approximately $7,200,000 of net
loss carryforwards for income tax purposes, which expire in years from 1998
through 2009. These losses may be subject to certain limitations. The
deferred tax benefits resulting from these carryforwards approximate
$2,880,000 and a valuation reserve of that amount has been established
since the realization of such benefit can not be predicted.
NOTE 6 - ROYALTY AGREEMENT
On October 20, 1993, the Company entered into an agreement with
Technology Applied Systems Corporation ("TASC"), whereby it assigned to TASC
all of its rights to sell, manufacture, develop and distribute its products.
In consideration for the transfer of rights to TASC and the ability to
provide ongoing support to the Company's installed customer base, TASC
agreed to pay to the Company, on a quarterly basis, a royalty equal to 10% of
(i) the net sales price of products sold by TASC to distributors and/or
end-users and (ii) that portion of the net sales price of derivates,
enhancements, modifications and successors of the products sold by TASC to
distributors and/or end-users, which utilize certain product modules only,
based upon the allocable portion of such derivative, enhancement,
modifications and successors attributable to the modules. Royalties are
recorded as revenues when received. All of the Company's 1994 revenues
were earned under this agreement.The Company expects no revenues to be
earned under this agreement in the future.
F-9
Page 20 of 20
<PAGE> 21
EXHIBIT INDEX
EX-27 Financial Date Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 222,926
<BONDS> 0
0
10,000
<COMMON> 217,370
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,000
<INCOME-PRETAX> (32,600)
<INCOME-TAX> 0
<INCOME-CONTINUING> (32,600)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,600)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
